The Last Line
by Starlight226
Summary: "...home is where all your attempts to escape cease." -N. Mahfouz This is the story of the woman named Melinda May, before, during, and after she had a title in front of her name or a nickname that followed it. Character study-covers pre-canon to season 2 finale, leading towards May's reason for leaving. Originally published 8/2015 on ao3 (meaning non-canon for any s3 backstory)


**Melinda May and all other characters belong to Marvel. Quoted dialogue from episodes belongs to respective episode writers.**

Melinda Qiaolian May won't learn until she is six what name is actually on her birth certificate. But before she is two, she learns to answer to _Xiao Mei_ , _Meimei_ , and _Mei Qiaolian_. Only her mother calls her Melinda.

She doesn't share the last name with either of her parents, which will lead to plenty of legal confusion down the road. It is Melinda's grandmother who will eventually tell her the story about her parents' compromise that took her Chinese name and tucked it inside American spelling of her father's family name and an English first name. Her grandmother will shake her head when she tells her about the ridiculousness of her mother's insistence on this. But her mom was born on American soil and grew up with a name that American tongues always trip over, and she knew better than to give her daughter a name that would signal her ethnicity before anyone saw her face. Just because she hates the game doesn't mean she won't play it.

Per an agreement made while she was still _en utero_ , her mother speaks only English in the house, while her father speaks only Chinese. Melinda learns both, and the three of them understand one another perfectly.

Her first Chinese word was " _Baba_ ".

Her first English word was "up".

Her first memories are of sky.

She is thee years old and running along the shore of a dancing ocean, trying to keep up with the gull flying tauntingly low ahead of her, low enough that one good jump might bring her hand to touch its tail-

" _Meimei_! Too far! Come back now!"

She has to obey. She also has to try. Her legs are so small, but smallness has a strange way of making the world seem infinitely reachable.

One lunge is not enough. Her feet splash into the water, but she's still looking up, watching as the gull arcs away into the blue. A different shadow falls across her as her father jogs up beside her.

"Three years old and already trying to fly away," he says in Chinese, smiling as he swings her up into his arms. "What are we going to do with you, Meimei?" He tosses her in the air, and she laughs and says "Again!"

She is still giggling when they reach the towel beneath the tree where her mother is waiting with their friends, another family from the base. It's the husbands' day off and they're all at the beach because that's what you do when you have the chance to live in Hawaii for eighteen months.

"Girl's got some energy, Wen," her father's friend says with a smile from where he works on a sandcastle with two of his own children.

"Definitely more than me-that's the problem," her mom intones from beneath her sunhat, watching as Melinda tears off to the surf again as soon as her father sets her down.

"If she's got energy, let her use it," the other wife laughs as Melinda's father runs off after her. "Just give her a safe place to run."

Before they are re-stationed, Melinda will have begun gymnastics classes. Jumping, after all, is the first step to flying.

Outside her home, everyone calls her Melinda.

She starts kindergarten in Hawaii, where the faces are all different and every kid seems to be a perpetual shade of tan anyway. Some of her classmates speak Chinese, some speak Japanese, and some communicate with their parents in languages she won't hear again for years. She learns the joy of having a partner in crime when she bonds with a girl with long blonde tangles and the two spend every minute of recess finding new things to get into.

A few weeks before he is re-stationed, her father takes her up on the tallest mountain of their island. He sets her on his shoulders, his hands firm around her ankles, making her the tallest thing in all directions. As she squints into the sun at the world unrolled beneath her, she feels like she's found the axis the planet must turn on. Everything she remembers is within her view.

"You see that, _Xiao Mei_?" her father says, pointing at the distant seam of sea and sky on the horizon.

She shields her eyes with a tiny hand and stares west. "It's just blue," she says, wondering what she's not seeing.

"That's right," he says. "The next thing that direction is Asia. Where _Nainai_ and your cousins are."

Melinda stares up at the blue that apparently hems in both Asia and America and wonders just how much bigger than this island the world actually is. She wonders just how far you have to fly to see it all.

"But that way?" Her father turns around and points her back toward the rest of the island, and everything beyond it. "That's the United States. Right here, we're the first line of defense."

Twenty years later, she will remember his words when she takes her oath to be part of the last line.

* * *

Tampa, Florida is her father's post from her sixth birthday until her eighth. It's mainland, but mercifully, it's still beaches, just a different ocean. There's a building not far from the coast with an eagle emblazoned across the outside. It's the first time Melinda hears about an organization called SHIELD.

One positive of those hot years on the ankle of America is her dad's motorcycle. Her mom clicks her tongue and gives him a withering look the day he brings it home, then again when he first puts a helmet on Melinda's head and sets her in front of him for her first ride around the block, but then she never mentions it again.

Melinda loves sailing down the highway, the wind beating against her, hemmed in by her father's arms and body and a great, big machine. She loves watching the road unroll like a ribbon beneath them, shimmery heat materializing into asphalt as they sail onto it. She guesses that flying must feel something like this.

They take the motorcycle with them every time they move.

The constant hopping from base to base means that few of her childhood friends last more than a year and a half. Each re-stationing brings a new backyard, a new school, and new teachers. Only her parents are constant.

She only asks her mother once if she can have a little brother or sister like her classmates so that the will always have a friend guaranteed even when they move. Her father laughs lightly and deflects her attention with the reminder that learning to make friends is an important life skill. But Melinda sees her mother's eyes change and hears the echo in her silence, and something in her seven-year-old heart knows that this topic is something she will never bring up again.

It will be another few years before she connects this with the way her father always called her _Meimei_. _Little sister._

She doesn't know what her mom does for a living, but it seems to transfer well, since she never hears about her mother looking for a new job when they arrive in a new city. Every city they live in includes her mother receiving documents in the mail, sitting at a desk with them for hours at a time, then mailing them off or sending them with a courier in the morning.

"I'm in information management," she hears her mother tell another one of her father's friends over dinner one night.

"Is that an office job?" he asks curiously, and Melinda digs into her dinner and pretends not to hang on every word her mom says.

"It could be, if I was in the right city for it. For now, it's just a lot of papers in the mail and working on the computer."

"Well, at least you know the wheel will spin again in a couple of months," the man's wife says, referring to the next base assignment. "Can't be many places as bad as south Florida."

But they will live in Abilene, Oklahoma City, and Montgomery before she will see her mom work outside the home. Turns out, there are harder places than Florida to spend two years.

* * *

Melinda gets called a few new names during the years they're stationed in the South.

From eight to thirteen, she learns that even her young classmates are not immune to the seeds of prejudices that their parents plant.

She doesn't butt heads with anyone in the beginning. She's too quiet, too unassuming, to catch the attention of anyone unless they physically crash into her. She does well in school, makes friends kind enough to sit with her at lunch but not close enough to hurt her with their eventual separation, and passes relatively unnoticed through most of her classes. That streak ends in fourth grade, though.

One spring morning before school, she rolls up to the bike racks on her three-speed and notices a crowd of fifth-grade boys shielding something from the schoolyard monitor's gaze. Once she hears the confirming squeal of pain from whatever unlucky victim is inside the knot being shaken out for every cent to his name, she feels a spark of indignation catch in her throat.

"Five fifth graders against one third grader. I've never seen such bravery." She says it loudly, catching the attention of every student in a ten foot radius.

One of the boys glances dismissively over his shoulder at her.

"Beat it, _chink_ -this ain't your business."

She doesn't know that that word means, but she can guess. She feels her hand tighten around the bike chain she still hasn't wrapped around the bike rack.

"Let the kid go, loser," she says, taking a step towards the knot of boys. This time, they all turn to face her, looking both surprised and infuriated by her threat. She sees the small boy behind them seize his chance and bolt, not even looking back at her as he charges towards the safety of numbers on the playground.

The students closest to them have all stopped in their tracks, watching the scene. This, fortunately, is finally enough to catch the attention of the playground monitor, who disperses the students quickly to their classrooms. Melinda already knows this won't be the end of it, but it's enough for now-the kid is safe.

She makes it home that day without incident and at dinner asks her parents if she can quit gymnastics and start taking tae kwon do instead.

Four days later, she comes home with mud smeared all over her clothes and a scrapes across both palms. She tells her mom she fell off her bike. That night at bedtime, she tells her dad the truth.

"I wasn't the only other kid nearby that day-it didn't make any sense. Why wasn't anyone else doing something?"

"Sometimes, people are afraid to do the right thing if they aren't certain it will end well," her father answers in Chinese from where he sits at the foot of her bed.

"But don't they feel bad when they know something bad was happening and they didn't do anything to stop it?"

" _Mei Qiaolian_ , I don't want you fighting in school. You didn't have to be the one to interfere. The right thing to do would have been to go get the teacher."

"Baba, what about when there _isn't_ someone bigger to call for help?" She holds up her scraped palms. "What then?"

 _What happens when you're the last line?_

Finally, her father sighs. "You don't have to be everyone's protector, you know." He pats her foot through the blanket. "That boy you helped probably didn't even know your name."

"What does that matter?" she asks incredulously. "It's not like America knows yours."

Her dad smiles, and there is a look in his eyes that she won't understand for years. "No, they don't. But you do, and that's enough for me."

One day during recess a few weeks later, she again finds herself between a small kid and a few bigger kids. This time, she and two others end up in the principal's office.

She is still holding an ice pack to her cheek when her mother arrives to pick her up.

Her mom doesn't say a word as she walks her to her classroom, holds the ice pack as Melinda goes in to collect her books and homework and bag, and walks with her out to the car. When her mom slides into the driver's seat and starts the engine, she does not reach for the steering wheel.

Melinda holds the dripping ice pack between numb fingers and waits for the axe to fall. Her mom stares silently ahead for a moment, out at the interminable prairie surrounding the elementary school, before finally opening her mouth.

"Sometimes, Melinda, there are people who think that they have a right to press down on the people below them, to stand on someone else's neck just to get a better view of what they've already got. If every mother and father and teacher were already perfect and did their job perfectly, we might someday see a world where children never learned this attitude, and therefore never grow up into men and women and leaders who do the same thing on a greater scale. But you've already seen-no parent is perfect. No teacher is enough. And everywhere you look, there is big and there is bigger and there are the smaller people from whom they think they have the right to take whatever they want. Fortunately, there's a third group-the people who know it doesn't have to be that way and are brave enough to say so, then go pursue that ideal in whatever way they can."

Melinda is certain this is more words than she's heard her mother say in a year, so she just nods, staring at the woman in awe. Her mom turns and meets her eyes.

"The point of what I'm saying, Melinda, is that justice is not the natural order of the world. Peace is not the natural order. And when people with power think they need more, it's the small who suffer. But they shouldn't have to. And there are too few people in the world brave enough to say so."

Her mother faces the front again, reaches for the steering wheel, and puts the car into gear.

"Don't you ever get suspended again," she says firmly, and it's the last thing she says about the incident.

Melinda only gets sixth months of MMA lessons before they move again, but it's enough to lay the foundation. Her mom faithfully signs her up to continue the lessons in each new town. It becomes one more constant through the moves.

* * *

She is fourteen and they are eight months into her father's nineteen-month post at Andrews AFB when her mother again picks her up from school in the middle of the day. This time, however, Melinda doesn't know why she's being sent to the office.

Once again, her mother waits until they are in the car before she speaks.

"Your father…he had an aneurysm. You know what that is, right? His coworkers called 911, but he was dead on arrival. It was very fast-the doctors don't think he suffered."

Melinda nods mechanically, feeling her heartbeat slowing. Her head swims, so she tips it against the window and closes her eyes.

"It happened while he was walking from his bike into the building, not while he was driving or flying, thank God. There might have ben more than one casualty if that had been the case."

Melinda opens her eyes and stares out the window as the land rolls by on the other side. She wonders if he would have liked to go out flying. But she knows her mother's right-dying isn't sacred when your death leads to others'.

 _He wouldn't have wanted that._

"I'll call the rest of his family when we get home," her mother says. And it's the last thing she says for the rest of the drive.

Throughout the next few days, Melinda will watch her mother go through the arrangements that follow a person's sudden departure from existence, and she feels a creeping resentment at the woman's enduring calm. She will wonder where the pain, grief, and devastation are hiding.

She will wonder if they're there at all.

He's given a military funeral, but not interred. She and her mother take his ashes back to China, to his mother. They spend one week with his extended family, and it's the first time Melinda sees her mother speak Chinese. When they get back to America, her mother moves them to a townhouse in the Philadelphia suburbs, and that's the end of the transfers.

It's also the end of anyone calling her _Meimei_.

* * *

Throughout high school, Melinda lets herself start figuring out how much bigger the world around her is. She starts locally, on her dad's motorcycle.

She gets her motorcycle license without telling her mother so that, just in case she gets pulled over while driving her father's motorcycle, she's probably only breaking one rule at a time. Some nights, she sneaks out, wheeling the bike down to the next block in the dark before firing up the engine to drive out to find something new to see. When she returns, she always kills the engine before she gets to her street, walking the motorcycle the last block home before covering it in the garage and creeping through the dark house and back into bed before her mom wakes up.

Some nights, she cruises the historic district of the city, looking up at statues and national monuments and wondering how many women and minorities were left off the list of Great Men Who Did the Right Thing. Some nights, she lays on the grass outside the runways at the airport and counts the takeoffs and landings. She makes it all the way to Annapolis one night and watches the Marine cadets on their night exercises in the surf. And other nights she never stops, just keeps going west or east or south until dawn or an emptying gas tank turns her around.

She doesn't know what she's looking for. At first.

She's cruising the lower-income districts of the city one night when she passes a darkened alley and hears a sound that makes her immediately brake and swing the bike around. She stops the bike with its headlight spearing the darkness, and, sure enough, it's the same sight. A few guys, turning aggressively toward her and squinting into the light. Someone hidden inside them, crying out.

She doesn't think twice-she snatches up a nearby piece of rebar and flies into the alley on the motorcycle. Ten seconds later, a young woman scrambles out of the darkness without anyone chasing her as she flees for safety. A minute after that, Melinda and her motorcycle burst out of the alley again, flying down the street and into the night and three men are left behind, groaning on the asphalt.

She can't stop grinning behind her helmet the whole way home.

She's so thrilled that she forgets to kill the engine before she arrives in her driveway.

She only realizes her mistake as she walks into a very bright house and sees her mother standing in her bathrobe in the doorway of the kitchen. Melinda opens her mouth as her mom takes in everything in a single sweep of the eyes, but she can't come up with anything worth saying, so she just shuts it again and waits for the axe to fall.

Once again, her mom surprises her.

"Is any of that yours?"

Melinda looks down at the helmet dangling from her hands and sees a spray of blood across the white plastic. There's some on her jeans too. And the toe of her shoe.

"No."

She looks up at her mom, who huffs out a sigh before turning and flipping off the light.

"Don't you have a chemistry test tomorrow?" is the last thing Melinda hears before her mother's door closes. And it sounds like someone trying very hard not to smile.

Three years later, when she learns with an embarrassing amount of shock that her mother actually works for the CIA, she will wonder just now much she has ever successfully hidden from her.

Only later will she actually consider why her mother never sold the motorcycle.

* * *

She is eighteen and two weeks away from starting her first semester of college when she gets a card in the mail with only an address in it.

A sane person might have simply thought it a mistake or a poorly-planned kidnapping and thrown the card away, but Melinda holds the envelope up to the light and sees the eagle watermark, a symbol she's had on her mind more and more lately, ever since she went into a Navy recruitment office and they all but patted her on the head when she said she wanted an application.

She dresses in functional clothes and hard-soled shoes, leaves a note for her mom on her bed with the address (just in case this turns out badly), then hops on the motorcycle and makes her way to the location, a warehouse in the lower districts.

She drives once around the block, spiraling inward and casing the place before parking on the side and slipping in a back entrance she'd noticed.

Of course, she should have known that trying to impress (outsmart) a top-secret organization was much easier thought than done.

She is three steps in the door when she feels a gun barrel rest against the back of her head and she freezes mid-step. "Afternoon," a female voice says casually from behind her.

With nine years of MMA lessons under her belt, she's now learned four ways to disarm someone with a gun, but to do it backwards will take some improvisation. The person behind her has already stepped back, however, out of range of her kicks, and slipped around in front of her. The young woman has long, red-streaked brown hair tied behind her head, lithe arms holding a pistol comfortably like it's an extension of her hand. Melinda can see that it's not cocked, not automatic, but her feet slide into an attack stance anyway.

The woman notices and clicks her tongue. "Ah-ah, Miss May. No need for a self-defense demo." She smirks as she lowers and holsters her gun on her thigh. "You didn't have to sneak in. All you had to do was show up. Front door was right over there."

"Badge?" Melinda asks, eyes sweeping the room for signs of more people. Just because she can't see anyone else doesn't mean they aren't there.

The woman smiles and pulls a small black pouch out of her back pocket, tossing it across the space between them. Melinda keeps her eyes on the woman as she catches it. She holds it out to the side as she flips it open, and the woman laughs.

"You've seen too many movies," she says, and May manages not to blush as she holds the badge closer to read the ID.

 _Victoria Hand_

 _Agent of SHIELD_

 _Level 7_

 _Specialist_

"Why am I here?" Melinda says lightly, memorizing the serial number on the badge and tossing it back to the woman. She tries to sound indifferent, but her heart is leaping with excitement.

"Well, Melinda, only _you_ can answer that," the woman says pointedly. "But you were _invited_ here so that you and I could have a chat. I know you're starting school soon, but I think you know there's something else you'd rather be doing-even if you're not sure what that is. Am I wrong?"

Melinda thinks of that night in the alley. "No."

"Good. Then what I want to know is-why you didn't enlist?"

Melinda remembers the short conversations with her mother about her plans for after high school, the disapproving look when she mentioned possibly enlisting in the Navy before using the GI bill to go to school. It made sense to her, but she hated the idea of choosing a path her mother resented. She hates the idea of not being welcome in her own home.

She had enrolled in the nearest university that offered her a full scholarship and let the matter lie.

"The Armed Forces say I'm too small." She says truthfully. Five foot two is two inches too short to be a soldier.

The woman actually rolls her eyes. "We've heard that before. We don't put too much stake on what the Army has to say about a lot of things. If you _had_ enlisted, we might have waited until you finished Basic to contact you. As it is, we didn't want your talents to be wasted for four years behind a desk."

"How do you even know who I am?"

"We keep tabs on everyone in the Intelligence sector, including their families. Also, we have surveillance in every recruitment office. It's always interesting when someone falls in both of those categories."

"Intelligence? Like, CIA, NSA, FBI?"

"Obviously."

"Are you telling me my mom is-" Melinda thinks of packages and paperwork and the way her mom has always forbidden her from touching her purse. "Oh."

The woman's eyeing her strangely. "I'd rather chalk this up to your mom being a very good liar and not just assume that you're extremely unobservant. Sure would be a shame if you missed a secret that big within your own home."

And then the woman pulls her gun quick as lightning and fires into the space just above Melinda's head. Melinda holds herself still, keeps her composure even as the woman fires a few more rounds around her silhouette. When the echo of the last shot dies out, the woman raises an eyebrow.

"How many rounds are left in the magazine?"

"Four."

"Good. And why didn't you move?"

"Because if you were trying to hurt me, you would have done it with the first shot. And because those are blanks."

The woman points the gun directly at her chest. "You sure about that?"

"You're not making any holes in the wall behind me."

The woman just smiles again, taking the three steps necessary to bring her inside Melinda's personal space, where she towers over her. Melinda doesn't flinch, sensing this is another test.

The woman produces a business card and holds it out to her. "Start your degree, but apply to SHIELD Academy. You'll be able to finish both within five years. I promise. You can tell that to your mom if she gives you a hard time."

When Melinda looks up, the woman has vanished. As she whips her head around, the woman's voice carries from the other side of the door.

 _How the hell-_

"Join SHIELD and I'll teach you how to do that too."

* * *

She finishes both in four, and what a four years it is.

There are twenty recruits in her cadet class at the beginning of SHIELD's version of Basic Training for Operations. Melinda tries to get a feel on everyone as they arrive at their barracks on move-in day. They're a ragtag bunch from all over the country, plucked from various settings and backgrounds. Most look to be within three years of her age, but she sees a few outliers-prodigies and transferred seasoned professionals alike. Twelve men, eight women, and she is the smallest of all of them. She prepares herself for a year of proving herself.

"Are you Qiao Ni's daughter?" someone says behind her as Melinda unpacks her things into the locker beneath her assigned bunk bed. She turns to see a girl about her age with blonde hair braided down her back studying her. "You look so much like her, it's almost scary. I mean, copy-n-paste."

Melinda's not surprised by the observation, but she's shocked that the girl pronounces her mother's name correctly. "Melinda May," she responds automatically, offering a hand. "Who are you?"

"Carolyn Mathis," the girl says with a smile, shaking her hand. "My dad works with your mom,"

"He's CIA information management?"

"He's a CIA operative in Asia-your mom is part of his team. I met her at his field office once."

Melinda guesses that no matter what you do, there's heroism in working in Intelligence, even if it's just with the paperwork.

"Nice to meet you, Carolyn," she says.

"Nice to meet you, Mel. Do you want top or bottom?" The girl jerks her head toward their bunk bed.

"Top."

Melinda loves class. She loves training. She loves feeling herself become capable of doing what she's always wanted to do. She loves impressing people, both peers and instructors. She doesn't think twice about signing up for the aviation elective track. Within two years, she has her wings.

But she almost has them clipped before they're even hers, all because she was determined to find the line between amusing and offensive.

She's never had this chance before-she's never had a brother or sister or even roommate around. Now, she has nineteen, and a lot of lost time to make up for.

Most of the pranks on her classmates are too small or embarrassing for any classmate to report her to a higher-up, so her first disciplinary action comes down from their trainer when she catches Melinda and Carolyn short-sheeting every bed in their class's barracks. Melinda's not deterred by a week of mandated ground maintenance and extra swimming laps in the morning. It's a small price to pay for the laugh and the notoriety.

The second time she gets caught breaking rules, however, it's not by a teacher. At first. This time, she's in an office, halfway under a desk with a flashlight, so focused on working quickly that she doesn't hear anyone coming until he's standing in the doorway.

"Seriously?" a disbelieving voice says.

Startled, she cracks her head on the aluminum panel behind it, which rumbles amusingly. Wincing and suppressing a groan, she gathers her dignity and leans out to face her accuser.

Phil Coulson, the quiet recruit from Wisconsin, is standing in the door in jeans and a t-shirt, a bookbag hanging from one shoulder. "You're going to get yourself in bigger trouble if you don't take it down a notch, May," he says, sounding much older than nineteen.

"What are you doing in the garage after midnight?" she snaps at him, rubbing the back of her head. "What are you even doing in the garage at all?"

"I study in here sometimes-it's usually quiet after dinner. What are _you_ doing under the guard's desk?" He looks around the room quickly, seeming to just notice that she's alone. "And where's the guard?"

"For the next three hours? Sleeping off a strong sedative that was in the coffee I brought him earlier." She dives back beneath the desk where the keys to every vehicle in SHIELD Academy's armada are stored.

"May, are you really doing what I think you're doing?" Coulson sounds like he's trying to decide whether to come in or back away.

"I miss my motorcycle." She doesn't mean to be childish, but even she can hear how lame it sounds.

"Well, I miss my dad's Corvette, but you don't see me drugging agents to get the keys to one of SHIELD's SUVs." She hears him moving into the room and shutting the door.

She ignores him, opening her field knife and digging it into a corner of the metal drawer to pry back the aluminum. "There's a coded lock on the drawer, but the desk isn't actually that sturdy-you'd think a secret organization would build the desks out of something stronger if they were going to hide the whole garage's keys in them."

"You'd think a secret organization might have invented something better than keys."

Something in his tone makes her lean out from under the desk and look at him. He's holding up a small, triangular object between this thumb and finger. "I just got this from a friend over in Sci-Tech. She says it activates any engine without keys or touch."

She grins hopefully at him. "Can I borrow it?"

He actually smiles at her. "Only if you take me with you."

She smiles wider. "In that case, why stop at a motorcycle?"

They both get a six-month suspension from field assignments for their joy ride, and May has to work in the school's custodial department for three months for her "attack on a fellow agent."

The disappointed look she gets from Hand at her disciplinary conference is far worse than the punishment read across the table to her. She and Coulson say their sorries, make their promises not to do anything like that ever again, sign their written agreements to their restrictions, and look appropriately ashamed. From the guilt in his voice, May has a feeling this is the first time in his life that Coulson's ever been in real trouble.

"You two stay here," Hand finally says sharply as she and the other two agents rise and leave the conference room. When the door opens again, it's not one of them returning-it's Level 8 Agent Fury.

The man is as imposing in real life as in his mug shot.

"Cadet Coulson, Cadet May," he says in casual greeting as he shuts the door behind himself and moves slowly to the head of the table. "Level 1 agents usually wait until their second year of Academy to start testing the waters of their superiors' patience. You, Melinda May, seem to have a death wish."

May would probably be trying to avoid his eyes (eye?) if she were able to look away. As it is, she finds herself barely able to blink

"Do you know how old SHIELD is, Cadet May?"

They learned this the first day of class. "It was founded in 19-"

"Not my question."

"Forty-three years," she amends quickly.

"Forty-three years," he repeats amusedly. "Longer than you've been breathing. And do you know, in those forty-three years, how many students have graduated from this Academy?"

She doesn't stall this time. "Three hundred eighty-five."

"And do you think, Cadet May, that in forty-three years and with three hundred eighty-five recruits of the nation's best and brightest, that you are the first recruit to believe that you are smarter than your superiors, or that our rules are meant to be broken?"

"I hope so, otherwise you guys have had a hell of a forty-three years."

In her periphery, Coulson shoots her a terrified look. Fury, on the other hand, smirks and sits down across the table from them.

"What does SHIELD mean, children?"

They both recite, "Strategic Homeland Intervention, Enforcement, and Logistics Division."

"And what does that mean to you, Miss May?"

She thinks of big and bigger and the necks that are stood on. She thinks of schoolyards and dark alleys and a sky big enough to hem in all the pain of six billion people and just how small the world really is.

"Protection. Standing between the world and anything that threatens it. Using the resources and information that we have in order to keep others safe. Being the last line of defense when there's no one else to call."

Fury seems satisfied with her answer. He nods and pulls the disciplinary form in front of him, scanning it with one eye.

"Your actions last night-while dishonorable, selfish, and overall stupid-were not necessarily a threat to others, which is the only reason that neither of you are expelled. However-" He rests his forearms on the table and leans toward them. "You are both on the watch-list now."

He gives them a beat of terrified silence to guess what that means before adding,

"I recommend you give us something worth watching."

When he leaves, May lets out a breath that she didn't realize she'd been holding. Coulson's hand trembles as he releases the arm of his chair.

"Oh my god, we just spoke to a deputy director!" he breathes, and she can't tell if he's star-struck or terrified.

They are never conferenced again before graduation day.

* * *

The twenty members of her class receive their assignments in front of an audience of teachers, trainers, active agents, and alums. For the sake of security, no family or friends are allowed. Seeing founder Peggy Carter in the audience is possibly an even more amazing moment for Melinda than the moment when her badge is placed in her hand.

She is assigned as a Level 3 Specialist under her supervising officer, Victoria Hand. The woman's dark eyes glint proudly as she shakes Melinda's hand and gives her the silver badge.

"Congratulations, Agent May," she whispers over the badge between them, and May can't wait to hear someone call her that again.

Coulson is assigned directly to Agent Fury. May doesn't try to hold back her smile as she watches Phil enthusiastically shake the man's hand as he receives his badge. She wonders how long it will be before he's a commander himself.

Once they all have their badges and assignments, she stands shoulder to shoulder with Coulson and the rest of her class as they raise their hands in front of an audience of agents and take an oath to always stand up, stand firm, and stand between.

When the applause covers them and they are allowed to celebrate, she hugs Coulson's neck and promises him a proper, no-regrets joy ride as soon as she has her own plane.

"No more drugging agents and breaking and entering?" he asks with a smile as their classmates mill around them.

May grins. "I didn't say _that_."

* * *

Hand, with her Level 7 clearance, always gets _fantastic_ assignments.

Agent May spends most of the next three years globetrotting with her S.O. and a rotating cast of other agents. She sets foot on all six inhabited continents within the first four months. After the required amount of time in the co-pilot's seat is logged, Hand starts letting her fly the planes.

It's everything she thought it would be. She loves discovering the world with the goal of keeping it safe. She loves that no matter how many miles they fly, it still somehow feels like they're in the same place. No matter what land or water is beneath her, it's always just a beautiful sphere of blue, or every other color imaginable as the sun rises or sets.

She and Coulson cross paths on some missions, and it's even better than the old days. She gets the impression that Hand and Fury are throwing them together on purpose, just to see what happens.

Within two years, the two of them are leading their own teams. Within three, he's training Amador. He teases her that she ought to consider "growing her family" too and taking on a junior agent. She fills his shoes with shaving cream that night to show him how ready for responsibility she is.

Their former classmates and friends tease her and Coulson, often saying that they argue like a married couple and protect each other like brother and sister. The two of them don't reply because there's not really anything untrue about that, and there's also nothing to add.

Would she die for him if she had to? _Without question._

Would she kiss him if he wanted to? _Eh_ …

She gets recalled to the Academy on occasion to help with the hand-to-hand combat or aviation classes when instructors are on missions, so she considers the Academy her permanent address. Whenever the missions or operations end, she always has her apartment there to go back to. It's the landing place-the constant through the years.

And, eventually, so is Phil.

Missions and years pass, and they both grow up and start acting their age and more like themselves. They are paired together on more and more operations until it's eventually a given that they will be assigned as a pair to any mission, two Specialists that are so in sync and steadfast that upper-level agents only have to say "go".

She doesn't have words to explain the way she counts on him, a still point in a changing world. He grows up but doesn't change-the bitterness and cynicism that seem to work through the skin of many agents over the years seem to slide right off him, leaving his heart unadulterated. He is as eager and idealistic after 4, 9, 15 years on the field as he was the day she met him. Throughout the years, there are boys and there are men in her life, but none of them are relationships beyond the physical. Not that she's not looking. She just knows it will never be right until she meets someone who matters to her more than Phil.

Before she knows it, they're both Level 6, Fury is Director of SHIELD, and she and Phil are flying past their thirtieth birthdays and into the twenty-first century in the wake of a national security scramble after four plane crashes devastate American self-assurance. SHIELD stays in the shadows and funnels intelligence through the appropriate American agencies and, in her eyes, fails miserably to teach through trauma.

When a combat-zone field assignment ends with an IED detonation that sends Hand's car flipping and earns the woman a broken femur and a broken clavicle, May's S.O. is benched for six months. During her "house arrest" as she refers to it, Hand makes up for it by scouring the SHIELD archives and studying up, and as soon as she makes it onto crutches, she inserts herself in every mission control room her clearance level allows her.

May isn't surprised when her S.O. never returns to the field. She's mostly surprised that it took as long as it did for SHIELD to put her in command. She can't even feel jealous when she takes another agent as a protégé within command.

Just like with Coulson, May wonders how long it will be before Maria Hill's in charge.

* * *

No one is more surprised than her by how and when she falls in love. She's been an active field agent for twelve years by the time she sits down across from Andrew Garner, so this psych eval is not her first rodeo. It is, however, the first time that she feels like she wants to keep talking when it's over.

Literally _everyone_ notices that she can't stop smiling. Hand rolls her eyes and makes a comment that May chooses not to hear. Carolyn drags her into an empty conference room and demands all the details. The recruits in her hand-to-hand combat class look-if it's possible-even more uneasy when they have to face her individually that day.

Phil smiles and asks if he can meet him.

She can't explain it, why it's different with Andrew than with any one else. He is gentle where she is brusque; he is methodical where she is impatient. His world is a twenty-mile radius from his home, and he's never touched a gun. He is tender and affectionate, and all they share is a fondness for being direct about things.

She loves all of it.

She's a little surprised that Phil and her mother do too.

She and Andrew have things to hash out, of course, but they settle everything within a few weeks. She'll stay in the field. He'll stay in his practice. They'll live somewhere between his workplace and the Academy. When they have kids, they'll alternate years of staying at home.

They don't talk about what happens if she doesn't come back from the field.

Looking back, she'll wonder if that was when they started building the coffin that their marriage would lie in.

She's thirty-five on her wedding day.

She's thirty-six when she and Coulson are sent to Bahrain.

* * *

It's not her first hostage situation. It's not her first encounter with a gifted. But it is the first time she has to deal with both at once.

She watches a man carry a terrified girl into a building and slam the door, and then she listens beside Coulson in the van while the assault team's comms go silent.

They look at each other. "We're alone on this."

"I can fix the problem!" she assures him, and he believes in her.

He breaks the rules for her one more time and covers for her while she goes in alone. In the back alley, she calls Andrew.

"Do good, Melinda," he tells her, "but come home."

She doesn't.

* * *

She comes out of the building with a bullet in her calf and too much blood on her hands. She didn't give the girl her pain-she brings it all out with her.

The guilt swallows her. The pain hollows her. The nightmares chain her to the event so that no days or distance ever feel like enough. Andrew knows the truth, but no one else without Level 9 clearance does. Her teammates and coworkers see a singular Agent who successfully completed her mission at the unfortunate cost of a civilian girl. They look at the numbers of dead and rescued and say it was a job well done.

She gets a medal of valor, a nickname that she hates, and a transfer to Administration.

Eight months later, she gets a divorce.

She moves into an apartment near the just-completed Triskellion and takes up the job that she swore she would never do. She hears the nickname follow her like a taunting bully even among agents who have never left an office.

Phil and Carolyn try to call her, and May finds it easiest to just not pick up the phone.

Hand turns up at her new desk only once.

"Let's take a walk."

They ride the elevators to the top floor of the tower and Hand leads her up a final flight of stairs out onto the roof, where the landing pad sits empty. She walks to the railed edge and waits for May to join her. May stands beside her, squinting into the sun, eyes finding the seam of land and sky and all the busyness in between.

"The girl was the gifted, wasn't she?" Hand finally says, not facing May.

Melinda thinks of a hand outstretched towards her, dark brown eyes asking for more pain.

"You read the report."

"The report says the little girl was killed in the crossfire. But I also saw the photos, too. Close range. Kill shot."

"What can I tell you that you don't know?" May asks her tiredly, the wind whipping her hair around her face.

In her periphery, she sees the woman turn towards her. "Why aren't you on the field right now, Agent May?"

"I don't deserve to be. I failed my mission-I couldn't save the girl or her mother."

"You did your _job_ -you saved others. This wasn't the first time you lost someone in the field, May, " the woman reminds her.

May curls her hand tightly around the rail. "It has to be the last."

Hand's tone sharpens a little. "If you hadn't shot her, someone else eventually would have. Why are you punishing yourself _ad infinitum_ for a hard call? What would become of this organization if we all did that?"

"We might retain our humanity, at least."

"The child was danger-"

May spins to face her. "The child was a _child_."

Hand holds her gaze, disappointment gradually displacing frustration.

"If you can't imagine yourself as part of an organization that would need you to do something like that, why are you still here at all?"

May thinks about it. She thinks hard. And when she can't answer, Hand does it for her.

"You can resign, sure, May, but you'll never really be able to quit. You can't just walk away from SHIELD. This is who you are."

Hand walks away and leaves her standing with the sky.

* * *

Three months after that, she takes her backlogged vacation days with the excuse of going to China to visit her grandmother, now well into her eighties and living with her great aunt's family in the Jiangsu province. Melinda spends a few days stumbling over questions she can't fully answer and airing out a language she hasn't used in years. She's gone through China more than once as an Agent, but it's already been close to twenty years since she spoke to her father's family. She is embarrassed to realize how little she knows about them. Her grandmother is patient, helping her smooth out her words and grammar and force-feeding her like every grandmother in every culture seems required to do.

Melinda's favorite moment, however, is when her grandmother sets a shoebox of photos on the table and begins slowly laying them out, one slice of memory at a time.

"This is me and your grandfather in San Francisco in 1936. And here's three years later, when we already had our two girls. Ah, there's your father-this one-" She flips it over and reads the characters scrawled on the back of the wallet-sized black-and-white snapshot. "This must have been when he was in third or fourth grade-maybe nine years old."

Melinda looks at the unrecognizable image of her father, only ever a man in her mind, frozen in this picture as a scrawny string bean grinning at the camera on what was obviously school-picture day. She flips the picture back over and reads the Chinese characters of her father's name. She's seen it on his uniforms and his paperwork, but only ever with English letters.

"I know our family name is _Mei_ -plum," she says to her grandmother, "but what does his name mean?" She points to the razor-thin strokes of pen that scratched her father's identity into the tiny space.

Her grandmother looks down at the characters through thick-lensed glasses. " _Wen_ -" she points at the middle character, "-third tone, means steady. Reliable. Because that's what any man-any son, brother, friend, father-should strive to be. _Bo_ -" she points at the last character of the three, "-is just the common _bo_ -the eldest among brothers. He was the first grandson for your great-grandfather."

Her grandmother's arthritic hands turn over more faces, and Melinda stares at relatives she's always been too far away to know, or too busy to see. Cousins and aunts and uncles as children, then as young men and women, pencil drafts of the people they would become.

"This is the wedding," her grandmother says as she slides another three-by-three in front of Melinda, and she sees herself-no, her mother-smiling shyly at the camera, both her hands wrapped in her father's. She flips it over and reads her parents' Chinese names and the date-1964.

"She didn't want a big wedding," her grandmother is saying, "you know how parents like to throw weddings for their children. So they didn't tell us they were married for _four months_. And by then, your mother was already pregnant, so no one could be mad."

Melinda's thoughts grind to a stuttering halt. She knows she was born six years after her parents' wedding.

 _Meimei._

 _Little sister._

And when she looks up and meets her grandmothers' eyes, she can tell the woman knows what she's just revealed.

"How many?" Melinda makes herself ask. "How many times-"

 _How many brothers and sisters did I never get to know? How many times did my mother and father have to endure that pain?_

Her grandmother stares at her for a long moment before shaking her head and looking away. "It may be different in America, but we don't talk about it in our culture."

"But you know, don't you?"

She hates to press, but she needs to know too. And something in her eyes changes her grandmother's mind.

"Four times. Three times before you were born, and once after."

Melinda remembers asking for a brother or sister and says nothing as her heart sinks heavily into the pit of her stomach.

"This is the first picture we ever got of you." Her grandmother presses on and hands her another three-by-five, this one in color, a wide-eyed sweet potato wrapped in a white blanket. "I still remember your father calling us on the phone from the hospital the day you were born. He was crying, he was so happy."

Melinda feels her throat closing up and flips the photo over, reading the characters on the back. The handwriting is different and she knows it's her father's. "This-" her voice falters.

梅巧炼

生一九七零年九月二号

叫Melinda

Her names. Her birthday. Before and after anything else, she has this.

Her grandmother sees the tears and gives her a moment before pointing to the middle character of the three.

" _Qiao_ is your mother's family name, but hers is second tone and her character is the common one-bridge. Your name is third tone, and your character means clever. It's not a common thing in China-naming children after family members, and I told your father that. He laughed and reminded me that he was American, and so were you."

"Why did you come back to China?" Melinda says suddenly. "You had had three kids in America, their whole lives were there. You spent almost forty years in the States, then came back for…the rest of your life…here. Why?"

The woman looks at her for a long moment, then points at the first photo. "My husband and I came to America as a young couple. Our home was wherever the other was, because that was where we felt loved and safe. Then we had three children, and our home was with them, wherever they needed us to make them safe and loved. But children grow up and have children, and husbands die-usually before wives. And in the end, the place you feel safe is the place your feet first touched-the place you learned without needing to learn. For me, that's China. It can never be America. Yes, the country is hardly recognizable now compared to what I left sixty years ago, but this is where I come from-and this is where I want to be at the end."

Melinda thinks of forgettable houses in cities across the US, of beaches and highways and rolling, infinite skies. She wonders if this trip isn't one more question mark, one more touchstone to see if this-maybe this place-was the place where she would remember herself.

"You didn't say what this one means." She points to the last character of her name.

"That's _Lian_ -it's not a common word. It's the word for the purification or refinement process of materials. Metals, things like that. Also part of the phrase for choosing words carefully. It's the idea of putting something good through fire until only the best comes out."

Melinda drags her fingernail gently across the characters, tracing and retracing until she's memorized it, and when her grandmother covers her hand and starts leading her the correct stroke-order, Mei Qiaolian finally learns her name.

* * *

She has to visit her mother before she loses her nerve.

She does her the grace of calling ahead, but her mom still seems surprised when she opens the door to find her on the front step. It's the same house that they moved into when Melinda was fourteen, but she still felt the need to knock.

They sit at the table over two cups of tea and step around the elephants in the room until Melinda is ready to acknowledge them.

"I can't call him," she says quietly.

"You think he doesn't want to talk to you?"

"I think he does, and I hate that I don't."

Her mother doesn't offer any advice, just measures the breadth of the canyon.

"Where are you living now?"

"I got a place not far from the Triskellion. I work there now. Permanently."

Her mom is quiet for a long time before she finally asks, "Do you feel like leaving either of those things fixed what was broken?"

"No," Melinda admits. "But it will keep me from breaking anything else."

She rubs her trigger finger over the rim of her mug and gathers her words before laying them out.

"I can't seem to find a landing place, Mom. I feel like a bird whose nest got blown away-like I keep going back to the same tree but my home isn't there anymore. SHIELD doesn't feel the same. But I know the truth is that all that's different is me-and I don't know how to bring myself back."

She feels her mother looking at her steadily, but Melinda stares down into her mug. Finally, she hears her mother sigh.

"I'm so sorry, _Meimei_." At the sound of a long-forgotten name, Melinda's eyes fly to hers. "I was so concerned about letting you grow wings that I forgot help you grow roots."

Sensing the sacredness of the moment, Melinda says nothing, doesn't interrupt the cascading confession as her mom takes a deep breath and continues.

"You had so many homes those first few years. You learned so much, and you only wanted more. That's exactly what we hoped for you-that you would see the world and want to know it and that whatever you did with your life would make it better. I never would have guessed SHIELD, but I was never surprised by it either. You've always been a protector.

"The houses and cities changed, but you had us, and we thought that was enough. Then your father died, and I think in some ways you lost both of us. You lost the one constant thing. So I shouldn't have been surprised that you didn't feel like you could put down roots here in this home. Andrew came along, and I thought he might be the lover who makes the sailor love land-but that's not who you are either. You joined SHIELD because you wanted to do what was right. You went into that building in Bahrain because you wanted to do what was right. You left the field and your husband because you think that it's the right thing to do. But, _Mei Qiaolian_ , at the end of the day, you're still left with yourself. If you can't live with _you_ , there isn't a house or job or city to be found that will take that away."

Her mother reaches over and touches her hand gently, so unexpectedly warm that Melinda almost flinches, but she turns her hand and holds it, looking into her mother's eyes.

"You feel different because you are different. There isn't any going back to who you were. There's only moving forward. You have to build that home within yourself."

She holds her mother's hand where she used to hold a gun, and when the tears fall, she's not surprised to see her mother still dry-eyed.

"How did you not fall apart after Dad died?" Melinda finally asks, thirty years too late. "Did you even hurt at all? Or was it just easier for you because you'd lost before?"

"You think I didn't feel anything?" her mother repeats, the hurt clear in her expression. "I held it together so that you wouldn't worry that you had to be the strong one. So that you would still feel safe without him here."

"But how. How did you lose…" she still can't make herself say it, but she can tell her mother knows, "four times? And then him?"

"I did hurt. I still hurt. But I made that work for me and for you. Pain is a deep well-it's a source you might never exhaust. Especially if you're only starting now."

"Can you tell me how?" Melinda cannot remember ever asking her mother to teach her something. Better late than never.

Her mother almost smiles. "We'll get up early tomorrow morning and I'll show you how."

Two weeks later, she returns to her desk at the Triskellion.

Whenever she hears someone call her the Cavalry, she tells them her name.

* * *

Five years of paperwork later, aliens descend on New York City. She spends the next 50 hours in HQ plowing through the red tape, doing the work that someone has to do, and _not_ thinking about how she could have been on the Helicarrier with Coulson and Hill and Fury, how she could now be on the ground in New York collecting the dead aliens and 0-8-4's and helping where they need help _now._ She's the last line of the last line. And it gnaws at her.

She is awakened from an accidental catnap at her desk by her computer pinging loudly with a memo.

 **L6 Agent Melinda May: Report to Director Fury's office immediately.**

For a personal audience with Fury, there is only one possibility. This time, as she walks mechanically into an office, she knows why she's being called.

"Agent May," he says as she enters. He looks like he's aged twenty years since the last time she saw him.

The last time she sat across a table from Fury, Coulson had been beside her. This time, it's a file in front of her.

"He went toe-to-toe with an Asgardian. Blew him out of the plane even after being stabbed through the heart. Losing him was the kick the Avengers needed to get going. We really have him to thank for bringing a team together. But he was pronounced dead when the medics arrived."

 _He would have been okay with going out that way._

She breathes through the pain. She leans into it-feeling it, accepting it, shelving it. It has to wait.

"I would let you have a moment, Agent May; I know how much he means to you…" She looks up at him, and he slides another file across the table. "But I also know how much he means to SHIELD. And I think we have a chance to do something good and bring back a good, good heart."

She stares at the file with the ridiculous acronym and CLASSIFIED TOP SECRET stamp across it, looks at photos and lab reports and tries to fit her head around what is going to happen.

"You know him best, Melinda," he says, and it's jarring to hear him call her that. "If this is successful and everyone keeps the secret, he won't have any memory of dying or being brought back. But he may not be the same. I'll need someone around him who knows him and can tell me how he's doing. Whether he's still the man we're going to try to save."

She touches the photo of the alien host. She touches the redacted documents. She touches the photo of his face, still with death.

"You don't have to do this. If it goes badly, this may be worse than just believing him already dead. He may…he may not be stable. He may not be safe. Under no circumstances can he know what really happened to him. I know that this is a terrible request-I'm asking you to lie daily and watch for the worst. And the time may come when you might have to order him put down. I know what I'm asking you to do. The choice is still up to you."

She stares down at the files and photos and realizes it isn't, really. "If you were going to let me say no, then you wouldn't have told me anything."

"There's no one else I'd trust with this."

This is happening whether she likes it or not. And she wouldn't want anyone else with him, either.

"Do you accept these orders, Agent May?"

She looks up and meets his gaze. "Yes."

"Good. Then you're going to need to level up."

He's already printed her new SHIELD ID.

 _Melinda May_

 _Agent of SHIELD_

 _Level 7_

 _Specialist_

* * *

Coulson remembers TAHITI. Well, Tahiti. Fury gives him a week of being back from the dead before offering him a splinter team in a mobile command unit, just like May advised him to. She's already given him the specifications to hand to Coulson. She watches him be himself and build his new family.

He submits to Fury the files of a Scottish engineer and an English biochemist, a pair so in sync that almost everyone who knows them refers to them with only one name. Hill passes her the file of a Specialist who excels where he needs to and is cool enough to take a life if ordered, even the life of his superior. She knows Coulson will see it as a special-care case, and plants it in his office. He thinks it's from Fury.

She's the last person he contacts, possibly because he needs the least amount of time to persuade her. She says no like he expects her to, but it's just a formality. They already know what she's going to say in the end.

"Remember when you promised me a no-regrets joy ride?" he says with a smile as they enter the hangar together, duffle bags in hand, walking up to their address for the foreseeable future. It's the same model as the plane they took to Bahrain-she wonders if he knows that was the last time she was in one.

The movements in the cockpit come back to her as easily as breathing, but she has to get used to being with a team again. And hanging out with the young and the optimistic again is its own adjustment.

Besides Coulson, they all are just kids-even Ward, she feels. They haven't seen enough blood, enough fear, or enough regret to know what comes with field experience-the loss of innocence. She knows that this will take that away from them, one piece at a time…or possibly all at once. A single catastrophe, a single failure, a single misstep, and reality will rip the joy from them like paper from a package.

Coulson promised that she wouldn't see combat, but she knows it doesn't matter. She won't sit on the plane while he or the wide-eyed wonders go out into danger, just like she wouldn't stay in the van and leave the girl in the building. Even if things go south, she can't check out this time. There is no one left to take her place. Nothing is allowed to ever be too much for her again.

She's the last line.

They take missions far more complex than anything in their younger years, with mission conferences that include words like "supernatural", "cyber-enhancements", and "0-8-4" on a regular basis. She watches the agents do their jobs and the girl-the hacker- _Skye_ -ignore the rules. She watches the girl look for answers to the question mark over her birth. She watches Coulson start to recognize his own strange behavior and grope for the answers about his death. She sees his scar and tries to reassure him with words she's heard before.

She drives the Bus and keeps Fury's secret.

She watches the bonds grow and the possessiveness rise to the surface-Fitz and Simmons, Ward and Skye, Coulson and all his kids. They keep saving each other, whether with inventions or bullets or acts of bravery or throwing themselves to the front when she's not there to be in front of them. She almost can't believe it when there is actually a re-run of the drugging-agents-and-breaking-and-entering story. She hears her history leak out in small segments from Coulson, and even though they won't get too close to her, she knows they trust her.

She'd never admit thinking of them as her kids, but she's not fooling herself.

She watches. She protects. She holds the line. She holds a Berserker staff too-it makes her stronger, but not angrier. Six years of revisiting her traumas every day has helped her know them well: there's no way for them to surprise her now.

When she and Coulson sit in his Corvette in Mexico looking for an Agent with answers about Skye and he says that he wishes no-one kept secrets anymore, she feels the weight of far too many pressing down on her tongue. She spits out the easiest one-the one about her and Ward. It doesn't make her feel any better.

She has her orders. But she's losing her friend.

This ride is far from "no-regrets".

When the line to her private phone to Fury goes dead, she follows Fitz to bring him in on her secret. It's bad timing. The worst timing. Phil's just put the pieces together with the Clairvoyant and thinks it's her. He points his gun at her, and she points hers at Fitz, who points his finger at her, unknowingly inches from understanding the biggest secret on the bus, and then the plane changes course. She's not at the controls. She's not _in control_. She's failing her mission.

Coulson actually ices her so he can take on one traitor at a time.

When the line is restored and Phil threatens to throw her into the line of fire if she doesn't get Fury on the line, they lean in to the phone and hear the death knell at the same time. "Director Fury is dead."

HYDRA is taking over SHIELD and she still has extender cuffs on her wrists because Phil thinks she's a villain. But as bullets fly through the windshield of her cockpit and rip through her arm, she knows they're still on the same side when he throws his body around her and protects her from the flying glass.

As the rest of their team makes a plan, he plucks the bullet from her arm and she tells him what she knew-not everything, but the important things-trying to prove that she's always been on his side. That everything she's done, from hiding the truth to assembling his team, was done to protect him.

"I want to believe you," he says, wrapping the bandage around her bicep, "but you've used that against me this whole time."

They enter the Hub; they act like a team. But then the true Clairvoyant unmasks too, and she watches five agents fall at the hands of their teammates.

"Hail HYDRA!"

Of course, they're given a choice. Phil would die before betraying SHIELD. Garrett doesn't even bother asking her. "I know you'd follow him to the grave," he says with a smirk.

 _I'd follow_ SHIELD _to the grave,_ she corrects in her head. But then she realizes, now, they're the same thing.

Fitz has real tears rolling down his cheeks but stands bravely on Coulson's other side as Garrett turns to his men and says, "Let em have it."

She's never considered last thoughts. She never thought she'd know when her death was coming. Now, as the men raise their guns, she keeps her eyes open and thinks, _this will do. This will have to do._ She can go this way.

There's a distant boom, and the lights flicker off-she feels Coulson grab her cuffs and unlock them. There's no time to apologize. She takes the HYDRA team out, and Fitz's bullets save her life.

The doors open and the truth is shaken out. She watches Simmons race into Fitz's arms, and her heart shudders in relief to see Hand on their side, but she and Coulson stand silent. She's standing in the room with the two highest-ranking SHIELD agents that aren't HYDRA or dead.

 _We're alone in this._

Their world is falling apart.

* * *

They purge the Hub. Melinda sees Carolyn with her hands cuffed and turns away. She watches something in Ward collapse as Coulson takes him aside to tell him about Garrett. She hears that Hand takes them to the Fridge together.

She watches them all go and feels like her organs have all fallen out and she's left with only discombobulating emptiness-like a day-old helium balloon still floating, too tired to rise and too determined to fall. She doesn't know where to turn, so she turns to him.

Coulson lets her stay on the plane-he needs a pilot, after all. He gives her no destination as the Air Force Colonel closes in on the Hub, just tells her to fly, and she obeys her orders.

The cockpit door cracks at 35,000 feet, and dark eyes that have gotten progressively darker peer in at her.

"May?" Skye's voice is splintered, held together with tape. "Coulson told me to collect everyone's badges."

May pulls hers out of her inside jacket pocket, flips it open and looks at it one last time.

"Coulson also ordered me to delete any electronic records of us-we're going ghost. Thought you should know."

Melinda May looks at her name. Her title. Her identity.

 _There is no SHIELD. There is no return destination._ _You don't have the choice of coming home this time_.

This plane, the people on it…this is all she has now. All she can do is repair it.

She tosses the badge across the space between them. Skye catches it and leaves without another word.

* * *

May flies them to the coordinates sent through Coulson's badge because there's no better option. When she tries to explain that his thoughts may not be his own, they both seem to realize at the same time how dangerous that can be.

They trudge through the Canadian wilderness, a team without badges except for his. When the search comes up empty, she watches the cracks surface.

"We are not Agents of Nothing!" he shouts, saying all the words screaming out of her soul. "We are Agents of SHIELD! That has to carry weight. After everything we've been through, that carries weight!"

When he throws the badge and an automatic weapon shoots it from the sky, he steps forward on faith that Fury didn't bring him back from the dead just to kill him with a firing squad.

"Identify yourself," the gun demands.

He says the only thing she remembers how to say now.

"I'm Phil Coulson. Agent of SHIELD."

The base is real, and she says a silent thanks to Fury for his paranoia. They recharge. Restock. Regroup. Ward arrives beaten and bloody, and Coulson reads about the escaped Fridge members and knows he has to get back to Portland. Koenig refuses to let him leave until they all go through the lie-detector interview.

"What is your name?"

 _Identify yourself._

"Melinda Qiaolian May."

Without any other titles or letters or numbers, she still has this.

"Why are you here?"

She thinks of Fury, the dead giving commands from the grave. Is she released from her mission? Her orders? _Maybe_. Is she released from the reason she accepted them? _Not yet._

"Coulson."

It's the simplest answer, and it seems to satisfy.

She tries to stop him from going after the gifted maniac in Portland.

"Our job is to follow orders," she insists. She hears herself saying it and wonders what happened to the kids who once stole a plane for a joyride.

"It's also our job to determine right from wrong," he snaps back, and she realizes that he still doesn't understand that that's why she sat behind a desk until he pulled her back into this. "You want some orders to follow? Follow mine. Or find somewhere else to be."

When he walks out the door, leaving her with Ward and Skye, he looks back with a gaze that dares her to stop him. She can't tell if he wants her to or not; either way, she doesn't try. He doesn't want her protecting him anymore? _Fine_. But he needs the whole truth if he wants to protect himself.

She stays long enough to repair the plane-she owes her team that much. She packs up her stuff. She leaves the only address she could return to. Leaves the remnant of her team.

She tries to leave without looking back…but she can't.

* * *

She makes a call from a stolen sat phone as soon as she's out of the base's range, but she's already in Ontario before the silver Ford pulls up beside her.

As always, her mom waits until they're both in the car to speak.

"You can call anyone you like. Why me?" Even with their new understanding of one another, they both know this would never be her first choice. There's too much unspoken history for this to ever be comfortable.

"I needed someone I can trust."

"That bad, huh?"

She thinks of how many homes that weren't houses she's watched disappear in the last week.

 _That bad._

Her mother passes her a manila envelope with the requested information. "You're not going to take her out, are you?"

"No, Mom. I just want to talk."

"Good. I've always liked Maria."

Only then does her mom put the car in drive and take her south again.

A few minutes pass in silence.

"You hurt anywhere?"

Melinda thinks of the bullet wound beneath her sleeve and the yawning hole in her chest. Is there anything left in there for her heart to even adhere itself too? Is it even still there?

"Not where it shows."

She stares out the window and breathes through the pain. She hasn't sat in a car with her mom since before she was an Agent, and right now it almost feels like the last twenty-five years didn't even happen.

"I am sorry," her mom says gently.

Melinda meets her eyes and nods thankfully. Then she leans against the window and watches the world sail by until she falls asleep, her first sleep since an ICER form Coulson's gun made her do it.

* * *

When May corners her in DC, Maria Hill is her usual, clipped self, and she doesn't seem at all surprised that this is about Coulson and TAHITI.

"…Fury said that he buried that intel when he decided not to bury Coulson."

"Maria, this is not the time to wax poetic." She may as well call her by her first name-she's not an Agent anymore.

"Those are his words, not mine," the woman responds, "You knew the man. Sometimes he spoke in riddles."

May thinks of a grave she never had to visit in the neighborhood of the Triskellion.

"I'll have to solve it then. Unless you want to ask Fury for me." She holds out the tentative flame of hope.

"Fury's dead," Hill reminds her coolly, her bright gaze as challenging as ever, and Melinda wonders if she learned that from Hand.

But May also hears right through the lie. The fire catches.

"I'll believe it when I see it," she says.

The sirens rise, and she turns and escapes into the darkness.

She works out the stress of the past week by lifting six feet of earth off an empty coffin, digging herself deeper and deeper until she scrapes the surface at dawn _._ Her wounded arm aches horribly by the time she wrenches open the lid and cuts open the lining until she finds the metal tube. _This had better be good news._

There's a phone number on a piece of paper stuck over the speedometer when she gets back in her car. She plays the video files from the USB. Her heart sinks. She calls the number.

"I'm on my way to Providence base," Hill says tightly. May hears the voice of the Air Force colonel over her shoulder. "I'll call you back as soon as I can. Get yourself ready to fly again."

May is lying on the hood of the car watching planes taking off and landing at the nearest airfield when Hill calls back.

"Ward, Skye, and your plane are in LA now," Hill says. "We're on our way there."

"Who's 'we'?" she asks, sitting up. "And how the hell did they end up there?"

Hill takes a silent breath. The cavern in May's stomach opens wider.

"Maria? What's happened?"

"It begins and ends with this, Mel: Ward is HYDRA. Hand is dead. I'm sorry."

May holds the phone silently to her ear and stares up at the sky, unblinking, until tears run down her cheeks.

She missed the secret in her own house. She wasn't there to be between her team and danger. She may not have pulled the trigger, but she walked away.

 _Breathe. Breathe. Breathe,_ she tells herself. _You've endured worse than this._

But she's been through the wringer this year, and through hell the past week. This is too much.

She needs a moment.

She punches the hood of the car and covers her mouth, muffling the grief that churns like a hurricane meeting the coast. Her chest feels like it's being pulled apart even though there's nothing left inside of it, and she feels the pain of a year of distrust and dishonesty wrap itself in rain and beat down upon her.

 _All that, and it still was for nothing._

 _Life lost._ _Mission failed._

Her heart is still in there after all. And it's in agony.

 _This had better be a deep enough well to mine for years._

"I'm so sorry, Mel," Maria is saying in her ear, and May can hear the barely-controlled anguish shuddering under her words. "I vetted him-I…" The woman cuts herself off, a hose bent double.

 _If Maria Hill can barely hold it together, you two have certainly earned your moment._

Through the phone, May reaches for her, twisting the frayed ends of her voice together until they're strong enough to support words.

"SHIELD's fallen, Maria. We all failed."

"And we're all going to have to try again."

"Yeah."

They stay on the phone for a long minute in near-silence, breathing through insistent tears and not speaking, thinking of the path of mistakes that got each of them here. A landing plane eventually roars low over Melinda's head, bringing them back to the task at hand.

"Okay, Mel, listen." Maria's voice sounds soaked but once again strong. "I've got the rest of your kids with me now, and Coulson's going to rescue Skye. Are you still in DC?"

"Yeah."

Hill rattles off the coordinates of a nearby Stark Industries airfield and the necessary air traffic clearance codes. "Get yourself to LA, May, and I'll get you back to your team. You've got work to do."

* * *

"I had hoped you'd come back."

She shows him the video from the grave, and he pushes it aside. They have more important things to worry about right now. TAHITI and HYDRA have to wait-they can find Garrett first and cut off a head. She's looking forward to cutting off two.

Skye is being the hardest on herself, and May recognizes her laying the foundation of regret that she herself's been mining for years. She accuses May of not feeling upset, and May almost smiles, glad the girl is willing to say so _now_ and not thirty years too late.

"I'm furious," she assures the girl. "But I'm sure as hell not going to waste it on a tantrum. I'm going to mine it-save it. And when we find Ward, I'm going to use every bit of it to take him down."

This may not be what her mother taught it to her for-but she's not passing up this chance.

Skye is not even phased by the rancor in her voice. In her eyes is only admiration.

"Wish I knew how to use that _hate fu_."

May smiles and tells her where to find her.

* * *

A day later, she and the girl blow a hole through the side of a building. May's amazed that their part of the plan goes flawlessly. Skye proudly introduces her to a room of scared civilians like she's the star of a horror movie and to Ward like she's the Angel of Death.

Ward, of course, tries to get a few more lies in, so she breaks his larynx before planting the best spin-kick of her life across his face and sends him falling like a tree. Her well is barely tapped when it's all over.

Coulson has a few things to say to Ward before he is escorted out. The boy has given his life in loyalty to Garrett. Now, what can he do?

"Who are you without him?"

Melinda thinks of the pocket without her SHIELD badge and wonders if even she could answer that question.

Then Coulson brings her up to his office and she sees Director Fury.

The three of them finally sit in one place again, and Coulson tells his S.O. exactly what he thinks of the past year, and Fury tells Coulson how much he thinks of him.

"When you want to build something, you need a strong foundation. You know how few people I trust, Coulson," the man says easily.

"You can count them on one hand," Coulson says, glancing over at her.

"And I'm not afraid to cut off fingers. The principle SHIELD was founded on was pure." She feels the man's expectant eye flicker towards her.

"Protection," she answers, and it feels like she's nineteen again.

"Protection," Fury repeats. "Sometimes to protect one man against himself, other times to protect the planet from an alien invasion from another universe. It's a broad job description…whether one man or all mankind."

 _Or a gifted girl._

The dead man gives a dead man new orders. He gives Coulson his title. And he gives him a toolbox.

"You'll still have his back?" Fury asks as he passes her on the way to towards the door. He's asking as a courtesy. Of course he already knows.

"Of course."

"There's no one else I'd trust with this," he says, and she feels that the words are directed towards them both.

He's not dead, but he's leaving, and May needs to know why. Fortunately, Coulson asks for both of them. "Where are you heading now?"

"I'm trading in my birds-eye view for two solid feet on the ground."

May thinks of China and Philadelphia, and she thinks she understands.

She follows him out, and they are at the cargo ramp before he turns to her.

"I don't know where he would be now without you," the man says. "And I can't imagine SHIELD without people like you in it. We need more of them." He glances over her shoulder at the girl sitting in Coulson's car with a laptop who's pretending she's not listening. "I hope you'll consider making a legacy of yourself."

She doesn't know what to say. Distantly, she wonders if this man has ever met her mother.

"You heard what I said about fingers." He extends his hand, and she shakes it. "I've always thought of you more like a Hand."

May smiles with whatever she has left in her as he turns to go. "Sir?" she calls after him. He turns at the bottom of the ramp.

"I'm forty-four this year."

He actually smiles, his glasses glinting. And then he's gone, and they're alone in this.

* * *

Together, they start their family again.

The new SHIELD takes shape slowly, with their fingerprints all over it. They gather, they groom, they grow. It's nothing like before, but then again, neither are they. She cautions herself against ever thinking them out of the woods-every new face they add to the team is another responsibility, another person with the potential to be another Ward.

They are the last line, and it's a thin one.

They try to stay ahead of HYDRA, try to keep everything under wraps. The organization can't stay in the shadows forever, though, when the enemy certainly does not.

She watches Skye grow under her guidance, shedding the last layers of uncertainty and inserting herself in the void inside May, displacing it, filling it with herself. May teaches her everything she knows with urgency but not with haste, teaches her how to lean into pain and make it work for her, trying to prepare her for the worst this life could bring her. May does it all in the hope that, if something happens to her, there will be someone ready to take her place, someone else to whom SHIELD also matters this much.

She eventually quits trying not to care more about the girl than she ought to. She just prepares herself for another inevitable loss.

Unfortunately, it looks like her next loss might come not from below, but from above. Again. She watches her friend become her Director in front of others, but then she watches him dissolve into a shell with a carving knife behind closed doors.

She remembers Fury's warning and makes the contingency plan before Phil asks her to do the unthinkable. He won't hear it. He pulls rank. Different Director, same orders. She agrees to them, just like before.

Fortunately, the situation resolves itself, but then Ward escapes, and she loses Trip in Puerto Rico. Nearly loses both Skye and Coulson.

In some ways, she does, it just takes longer to show.

She watches the girl's pocketed pain break out with earthquakes and bruises, hears Andrew's explanation of pain directed inward, and May knows she can't do this. Can't do this for the girl. Can't do this _to_ the girl. She has to let her go.

Skye makes her own exit in the arms of a teleporting gifted, and May thinks it may be for the best right now. There's another unmasking that hurts almost more than HYDRA because it's people insisting that they're the true version of the organization she's now given too much of her life too. She gets Coulson out like she promised.

"Without you, there is no SHIELD."

She doesn't know why their own agents are against them. But he can stick around and find out for him.

She does her time in the cell and in the ship and is persuaded to stand in an official position within the democratic version of SHIELD. She keeps Simmons out of the line of fire for her and Fitz's deception. Unfortunately, she also learns that Coulson kept his own secrets from her-the much bigger kind-the kind that flies. She hates that she was lulled into a false sense of security by being in the room at all times.

Skye comes back to them knowing about her Inhuman birth mother and about May's mission in Bahrain. She mentions it not like praise or a threat but uses it for pain nonetheless. Later, May tells Coulson the truth too. At this point, he may as well be as disappointed in her as she is in him. They may be past pointing guns at each other, but it's hard to stop pointing fingers.

"We don't owe each other anything," she says when he tries to apologize for lying to her.

"Hey. That's not true," he insists.

But neither of them can finish the sentence. They don't know how.

She flies the plane of agents to the Afterlife, but she won't walk into the room with the girl's birth mother. She doesn't trust herself to go into a building alone and be objective when the mission is personal. She does her best to wish Skye and her mother well-the girl deserves better than she ever could have done.

Then everything goes to hell and she suddenly has to choose once again: her organization, or the girl.

"Help me fix this!" she pleads after knocking Skye to the ground.

"I'm sorry, May, you're not welcome here." Skye raises her hand and gives May her pain back.

She and her agents return to base with Skye's father and find themselves attacked on two fronts by wolves in the henhouse. She goes to rescue Bobbi while Coulson deals with the disaster in the base.

She doesn't even try to pretend _this_ mission isn't personal. She needs to be the one who finally kills this traitor.

Once again, she plunges into a building to rescue a girl, and this time, the girl throws herself in front of the bullet. May's heart rate climbs every time Bobbi's drops throughout the flight back to the is _not_ losing another friend to Grant Ward.

Bobbi makes it, but only just.

They hand her off to the doctors to try to repair the broken places, and May doesn't know why she's calling Andrew until she hears his voice.

Something in it pulls her out of an underground base, out of a war she never thought she'd have to fight, out of the life she lives where everyone around her lies, distrusts, or dies. He was never part of that world-he is the safety valve she broke when she broke up their marriage. She _chose_ this life over him.

He is not the answer, he never has been-but she owes him an apology.

"There's a lot I didn't say that I wish I did."

He seems unsurprised to hear her say it. He just says, "Me too."

They breathe into the silence. He lets her go.

"Do good, Melinda. And get home safe."

 _Wherever that is for you now._

Before there's even time to breathe again, the wheel turns and they all have to move on. She flies her team straight into danger once more, and they act like the organization they're supposed to be. When she crashes into the control room with an Inhuman who controls electricity and they rescue Skye from four identical redheads, May offers to do the unthinkable to end this war. She can live with the girl's hate if she has to. Especially if it means the girl doesn't have to live with the guilt.

"I've done it before."

"No," the girl insists. "I won't hesitate. Whatever it takes." And May knows she succeeded in preparing her for the worst.

When it's all over, Coulson has lost a hand. Skye has lost her mother.

And May knows better than to assume that she can fix everything by trying be both.

* * *

She stays until she sees Morse stabilized, Cal contained, Mack reinstated, and Phil already on to his next project. Andrew is there for psych evals again, and she does him the courtesy of finishing the conversations, even if they are seven years late.

"I know that it's always risky to ask exes about their significant others," he eventually says after the bottle between them is nearly empty, "but how are you feeling about SHIELD these days?"

May looks around Coulson's office, eyes lingering on the wall that hasn't been carved in months and the retro Captain America print on the desk. "It has a good heart. It has a good mission. And it's still something I want to be a part of. But it's been my whole life for more than half my life-and I think that's something I let get away from me. This isn't who I am. It's just what I do."

"Are you sure you're not confusing your pronouns?" Andrew says quietly.

When you say _it_ , are you sure you don't mean _he?_

She's already worked this out, though. She pours herself another glass of scotch as she answers.

"Last month, back when there were two SHEILDs that wouldn't play nicely together, someone asked me if I was loyal to SHIELD or loyal to Coulson. I said that they were the same thing, and I stand by that. SHIELD is not a person-it's bigger than any single Agent or Director. It's an idea. Ideas don't die when leaders do. At the time, I said they were the same thing because I believed Coulson lived up to the ideas that this organization is supposed to uphold. I still do. No one is ever everything we want them to be, but he certainly does his best."

She meets Andrew's eyes and covers the canyon.

"I can live and die for the principles and ideals of this organization. But I still want to be _me_ whenever that happens. And I think I need to be away from Coulson and Skye and SHIELD for a little while in order to make sure I know who that is."

She says the same thing to Coulson the next day, half-expecting him to try to talk (guilt) her out of it. Instead, he just smiles.

"So I've already lost my left hand, and now I'm losing my right, too?"

She smiles cautiously back at him. "Well, I'm leaving you with Skye. She'll take some of the work off your hands. Hand."

She tries not to laugh. She really does. But then he cracks a genuine smile first, and disbelieving laughter shudders out of both of them and she feels like a Level 1 agent again who just got a pardon from an executioner. She wraps her arms around herself and doesn't move towards him, but the moment covers miles. The tension unravels like a rug that was doing a poor job of hiding anything, and when they fall silent, they're both still smiling.

"So, you trading in your birds-eye view for your feet on the ground?" he finally says, and she's glad he remembers Fury's words too.

"In some ways," she admits. "But I didn't say there wouldn't be flying-half of this request is also a request for a plane. I'll drop it off in DC if you want me to."

"You know you could have just stolen the keys from my desk, right?" And she know's they're both remembering an Academy-era memory, already ancient history.

She shrugs. "I already took your scotch. I figured I'd try to leave in your good graces."

He smiles, and she feels her heart relaxing further. They still have some fences to mend. But they're both willing to pick up a hammer.

"You _will_ be coming back, right?" This time, it's not just a formality. It's an honest question.

She always _has_ come back. She guesses she always will. But she wants to stay gone long enough to make sure she's coming back because she still believes in SHIELD, not because she has nowhere else to go.

"Once I'm ready to. I may take my time debriefing the last twenty-five years." She glances at the blueprints for new aircraft drying on the floor beside them. She thinks of Skye. She thinks of sky. "I know I can't stay away too long though, or I'll come back and find it all different. Until then, I guess I'm just leaving you with my legacy."

He smiles again, and she marvels that it still comes so easily to him. "Do I get to know where you're going? Not as your Director, but as your friend?"

She thinks of the world unrolled beneath her plane and how far she still has to fly to see it all. But what she's looking for won't be found in a new place. She began with beaches and blue skies and a trail of pins across the map, with two languages and two parents and a handful of names. She can start again there too, if that's what it takes to remember the woman who belongs to them.

She looks into his eyes, blue as sky, and offers him a promise instead of an answer. "I'll send you a postcard when I get there."

Before she says goodbye, she leans over his sling and hugs his neck, and he holds her back with one arm in a way that makes her feel 45 and 36 and 27 and 19 and 18 and 14 and 9 and 3, like Mel and Agent May and _Meimei_ and Melinda all at once. And she knows that she isn't any single one, but they are all still inside of her, and it's time to put them all back together.

"Do good," she tells him with her heart pressed against his.

He nods. He lets her go.

She flies away.


End file.
